Bioregional Australia Foundation - Board Role Nomination Pack

Bioregional Australia Foundation ABN 41 602 727 435

1

Board Pack for Nomination 2017

Contents

Bioregional Australia Foundation - 2014 Constitution

Board Position Description

Bioregional Australia Foundation Board Member Consent

© Bioregional Australia Foundation 2017

Non-Executive Director Board Role & Description

Purpose of BAF

Bioregional Australia Foundation Ltd is a company limited by guarantee.

The Principal Purpose of the Company is

• the protection, enhancement and advancement of the natural environment for the benefit of the community;

• the advancement of education including research and the provision of information regarding the use of renewable resources to reduce and restore damage to the natural environment;

• purposes otherwise beneficial to the community including:

a. promoting environmental sustainability; and

b. working towards a sustainable world in which people everywhere can enjoy a high quality life within the productive capacity of the planet.

Role of the Board

The role of the BAF Board, which is a working Board, is to provide governance to the BAF, represent the organisation to the membership and community, and accept the ultimate legal authority for it’s conduct and operations.

Qualifications/Skills

Knowledge of one or more areas of governance: strategy, corporate finance, business, fund-raising, communications, local government, regional communities, digital capabilities and movement building

Requirements

• Board members are elected by the membership at the AGM

• Board members serve for a two-year term and are eligible for re-election

• Commitment to the work of BAF

• Willingness to serve on at least one committee, preferably finance risk and audit

• Attendance and active participation at quarterly BAF meetings and the AGM

• Time commitment of 5 hours per month minimum

• Public support of BAF and its activities

• Be aware of and abstain from any conflict of interest

Responsibilities

• Govern the organisation in accordance with relevant legislation and Board policies

• Establish overall long and short term goals, objectives and priorities for BAF in meeting the needs of its stakeholders

© Bioregional Australia Foundation 2017

• Recommend policy to the Board

• Promote the organisation membership through community networking

• Be accountable for the financial management of BAF

• Monitor and evaluate the effectiveness of the organisation through a regular review of programs and services

• Annually review the performance of the Board and take steps to improve its performance

• Seek nominations for election to the Board when appropriate

• Be assured that management succession is properly being provided

• Review compliance with relevant material laws affecting BAF

• Be an active member of the Board and regularly attend meetings

• Declare any conflict of interest between BAF activities and those likely to bring personal gain

• Respect the confidentiality of information owned by BAF, its Board and members

Contact Details

To nominate for the role please send your cover letter and CV to the Board Secretary at BAF on [email protected] by 17 November 2017.

mailto:[email protected]

ME_117173240_1 (W2007)

Consent to becoming a member

To: BioRegional Australia Foundation Ltd ACN 602 727 435.

1. Consent For the purposes of section 231(b) of the Corporations Act 2001 (Cth), I consent to become a member of BioRegional Australia Foundation Ltd ACN 602 727 435. I agree to the terms of BioRegional Australia Foundation Ltd's constitution attached to this consent.

2. Details Name

Address

3. Guarantee amount As a member of a company limited by guarantee, I agree to provide a guarantee of AUD $10.

Signature

Date

3436-0941-2354v1 BioRegional Australia Foundation Ltd © 2014 ME_117458454_1 (W2007)

Date: 18/12/2016

Constitution of

BioRegional Australia Foundation Ltd Corporations Act 2001 Company Limited by Guarantee

3436-0941-2354v1i BioRegional Australia Foundation Ltd © 2014 ME_117458454_1 (W2007)

Contents

1. Definitions ..................................................................................................................................1

2. Interpretation .............................................................................................................................3

2.1 Generally .....................................................................................................................3 2.2 Business Day ................................................................................................................4 2.3 Replaceable Rules Displaced .........................................................................................4

3. Name of the Company .................................................................................................................4

4. Purpose and Activities .................................................................................................................4

4.1 Principal Purpose .........................................................................................................4 4.2 Activities ......................................................................................................................5 4.3 Income and Property ....................................................................................................5 4.4 Altering this Constitution ..............................................................................................6

5. Powers .......................................................................................................................................6

5.1 General Powers ............................................................................................................6 5.2 Additional Powers ........................................................................................................7 5.3 By-Laws and Rules ........................................................................................................7

6. Liability of Members ...................................................................................................................8

6.1 Liability is limited..........................................................................................................8 6.2 Contribution ................................................................................................................8 6.3 Cap .............................................................................................................................8

7. Application of income .................................................................................................................8

7.1 Not-for-Profit ...............................................................................................................8 7.2 Payments in good faith .................................................................................................8

8. Distribution of property on winding-up ........................................................................................9

8.1 Liability is limited..........................................................................................................9 8.2 Contribution ................................................................................................................9 8.3 Cap .............................................................................................................................9 8.4 No distribution to Members ..........................................................................................9 8.5 Transfer of Property .....................................................................................................9 8.6 Determination by Directors or Members ..................................................................... 10

9. Establishment and operation of Gift Fund ................................................................................. 10

9.1 Maintaining a Gift Fund ............................................................................................. 10 9.2 Operation of the Gift Fund ......................................................................................... 10 9.3 Limits on use of the Gift Fund ..................................................................................... 11 9.4 Winding-up of the Gift Fund ....................................................................................... 11 9.5 Bank account and receipts ......................................................................................... 12 9.6 Report to the Environment Secretary .......................................................................... 13 9.7 Altering this Constitution ........................................................................................... 13

10. Fees imposed by the Company .................................................................................................. 13

10.1 Determination of fees ................................................................................................ 13 10.2 Notice of fees ............................................................................................................ 13

3436-0941-2354v1ii BioRegional Australia Foundation Ltd © 2014 ME_117458454_1 (W2007)

11. Membership ............................................................................................................................ 13

11.1 Members .................................................................................................................. 13 11.2 Minimum number of Members .................................................................................. 13 11.3 Membership Not Transferable .................................................................................... 14 11.4 Voting Rights ............................................................................................................. 14

12. Representative ......................................................................................................................... 14

12.1 Nomination ............................................................................................................... 14 12.2 Entry in Register ........................................................................................................ 14 12.3 Powers of Representative .......................................................................................... 14 12.4 Replacement of Representative .................................................................................. 15

13. Admission to Membership ........................................................................................................ 15

13.1 Application and Assessment ....................................................................................... 15 13.2 Admission ................................................................................................................. 15 13.3 Duty, Taxes and Charges ............................................................................................ 15

14. Resignation from Membership .................................................................................................. 15

14.1 Notice ...................................................................................................................... 15 14.2 Removal from the Register ......................................................................................... 15 14.3 Surviving Liability....................................................................................................... 16

15. Expulsion of Member ............................................................................................................... 16

15.1 Resolution ................................................................................................................ 16 15.2 Notice ...................................................................................................................... 16 15.3 Removal from the Register ......................................................................................... 17 15.4 Surviving Liability....................................................................................................... 17

16. Register ................................................................................................................................... 17

16.1 Register of Members ................................................................................................. 17 16.2 Disputes ................................................................................................................... 17

17. General Meetings ..................................................................................................................... 17

17.1 Annual General Meeting ............................................................................................ 17 17.2 Extraordinary Meeting ............................................................................................... 18

18. Notice of General Meetings ...................................................................................................... 18

18.1 General .................................................................................................................... 18 18.2 Contents of Notice .................................................................................................... 18 18.3 Alteration of Procedure ............................................................................................. 18 18.4 Failure to Receive Notice ........................................................................................... 18

19. Proceedings at General Meetings .............................................................................................. 18

19.1 Business ................................................................................................................... 18 19.2 Quorum .................................................................................................................... 19 19.3 No Quorum ............................................................................................................... 19 19.4 Chairperson .............................................................................................................. 19 19.5 Adjournment ............................................................................................................ 19 19.6 Show of Hands .......................................................................................................... 19 19.7 Evidence of Resolution............................................................................................... 20 19.8 Poll ........................................................................................................................... 20

3436-0941-2354v1iii BioRegional Australia Foundation Ltd © 2014 ME_117458454_1 (W2007)

19.9 Demand for Poll ........................................................................................................ 20 19.10 Auditor ..................................................................................................................... 20

20. Appointment of Proxy .............................................................................................................. 21

20.1 General .................................................................................................................... 21 20.2 Instrument Appointing Proxy...................................................................................... 21

21. Form of Proxy .......................................................................................................................... 21

21.1 Required Information ................................................................................................ 21 21.2 Voting Instructions .................................................................................................... 21 21.3 Authority .................................................................................................................. 22

22. Attorneys ................................................................................................................................. 22

22.1 Appointment by Member........................................................................................... 22 22.2 Appointment by Directors .......................................................................................... 22

23. Voting of Attorney or Proxy ...................................................................................................... 22

23.1 Validity ..................................................................................................................... 22 23.2 Attendance of Principal at Meetings ........................................................................... 22

24. Directors .................................................................................................................................. 23

24.1 Make up of Board of Directors .................................................................................... 23 24.2 Term of Appointment ................................................................................................ 23 24.3 First Directors ........................................................................................................... 23 24.4 Election of remaining Directors .................................................................................. 23 24.5 Officers of the Company ............................................................................................ 24

25. Directors' Interests ................................................................................................................... 24

26. Independent Observers ............................................................................................................ 26

26.1 Appointment of Independent Observers ..................................................................... 26 26.2 Participation of Independent Observers in Board proceedings ...................................... 26 26.3 Independent Observers' Interests ............................................................................... 26

27. Casual vacancies ...................................................................................................................... 27

27.1 Board may appoint .................................................................................................... 27 27.2 The Board may act with vacancies .............................................................................. 27 27.3 Duration of appointment ........................................................................................... 27

28. Disqualification of Directors...................................................................................................... 27

28.1 Vacating the Office of a Director ................................................................................. 27 28.2 Removal of a Director ................................................................................................ 27

29. Powers of the Board ................................................................................................................. 28

29.1 Control and direction ................................................................................................. 28 29.2 Powers ..................................................................................................................... 28

30. Negotiable instruments ............................................................................................................ 28

31. Proceedings of the Board .......................................................................................................... 28

31.1 General .................................................................................................................... 28 31.2 Use of technology in conferencing .............................................................................. 29 31.3 Delegation by the Board ............................................................................................ 29

3436-0941-2354v1iv BioRegional Australia Foundation Ltd © 2014 ME_117458454_1 (W2007)

31.4 Defects in Appointment ............................................................................................. 30

32. Minutes ................................................................................................................................... 30

32.1 Minutes to be kept .................................................................................................... 30 32.2 Evidence of Proceedings and Resolutions .................................................................... 30

33. Circular Resolution ................................................................................................................... 30

33.1 General .................................................................................................................... 30 33.2 Exclusion of Directors Not Entitled to Vote .................................................................. 31

34. Reimbursement of expenses ..................................................................................................... 31

35. Seals ........................................................................................................................................ 31

35.1 Common Seal ............................................................................................................ 31 35.2 Duplicate Seal ........................................................................................................... 31

36. Accounts .................................................................................................................................. 31

36.1 Books of Account to be kept ....................................................................................... 31 36.2 Location of Books of Account ..................................................................................... 32 36.3 Records .................................................................................................................... 32

37. Auditor .................................................................................................................................... 33

38. Indemnity ................................................................................................................................ 33

39. Notices .................................................................................................................................... 33

39.1 Address for service .................................................................................................... 33 39.2 When taken to be served ........................................................................................... 34

Schedule 1 Initial Members ...........................................................................................................1


1. Definitions

In this Constitution, unless a contrary intention appears or the context requires otherwise:

ACNC means the Australian Charities and Not-for-profits Commission established under the ACNC Act.

ACNC Act means the Australian Charities and Not-for-profits Commission Act 2012 (Cth) as modified or amended from time to time and includes any regulations made under that Act and any exemption or modification to that Act applying to the Company and includes any Act or Regulations which replace that Act or any part of that Act, including, where applicable, the ITAA 97.

Act means the Corporations Act 2001 (Cth) as modified or amended from time to time and includes any regulations made under that Act and any exemption or modification to that Act applying to the Company.

Annual General Meeting means the General Meeting of Members held annually in accordance with clause 17.

Applicant means a person who lodges an Application under this Constitution.

Application means an application for Membership.

Auditor means the auditor or auditors of the Company as required, appointed in accordance with this Constitution.

Board means the board of Directors of the Company constituted in accordance with clause 24.1.

By-Laws means the By-Laws of the Company made under this Constitution.

Chairperson means the Director who is elected to the office of Chairperson in accordance with clause 24.5.

Company means BioRegional Australia Foundation Ltd

Commissioner means the Federal Commissioner of Taxation, or the Australian Taxation Office, or any similar governmental body.

Constitution means this constitution, as amended from time to time.

Corporate Member means a Member that is a body corporate incorporated under and as defined in the Act.

Deductible Contribution means a contribution that is deductible under Items 7 or 8 of the table in subsection 30-15(2) of the ITAA 97 and any amendment or re-enactment of these.

Deputy Chairperson means the Director who is elected to the office of Deputy Chairperson in accordance with clause 24.5.


Director means each of:

(a) the first Directors as contemplated by clause 24.3; and

(b) Directors of the Company drawn from among the Members (including, in the case of Corporate Members, from among their Representatives) and elected in accordance with clause 24.4.

Environment Department means the Department that:

(a) deals with matters arising under section 1 of the Environment Protection and Biodiversity Conservation Act 1999 (Cth); and

(b) is administered by the Environment Minister.

Environment Minister means the Minister administering section 1 of the Environment Protection and Biodiversity Conservation Act 1999 (Cth).

Environment Secretary means the Secretary of the Environment Department.

Executive Officer means the person who is elected to the office of Executive Officer in accordance with clause 24.5.

Extraordinary Meeting means a General Meeting of Members other than an Annual General Meeting.

General Meeting means an Annual General Meeting or an Extraordinary Meeting of the Company.

Gift Fund has the meaning given in clause 9.

Gift Fund Purposes are as set out in clause 9.1.

Independent Observer means a natural person appointed by the Board under clause 26 below to attend and observe meetings of the Board.

Individual Member means a Member that is a natural person.

Initial Member means each person listed in Schedule 1.

ITAA 97 means the Income Tax Assessment Act 1997 (Cth) as modified or amended from time to time and includes any regulations made under that Act and any exemption or modification to that Act applying to the Company.

Member means the Initial Members and each person admitted to Membership in accordance with this Constitution.

Membership means membership of the Company.

Principal Purpose means the principal purpose of the Company set out in clause 4.1.

Register means the register of Members kept in accordance with the Act.


Registered Address means the address of a Member or the address for service of a Representative of a Corporate Member as recorded in the Register.

Registered Office means the registered office of the Company.

Representative means a natural person who acts as a Member's representative as described in clause 12.

Responsible Person means an individual who:

(a) performs a significant public function;

(b) is a member of a professional body having a code of ethics or rules of conduct;

(c) is officially charged with spiritual functions by a religious institution;

(d) is a director of a company whose shares are listed on the Australian Stock Exchange;

(e) has received formal recognition from government for services to the community;

(f) is approved as a Responsible Person by the Commissioner.

Rules means the Rules of the Company made under this Constitution.

Seal means the Company's common seal (if any).

Secretary means the Director who is elected to the office of Secretary of the Company in accordance with clause 24.5.

State means the State of Victoria.

2. Interpretation

2.1 Generally

In this Constitution, unless a contrary intention appears or the context requires otherwise:

2.1.1 a person includes a corporate body, association, firm, partnership, or other unincorporated body;

2.1.2 a statute includes regulations under it and consolidations, amendments, re-enactments or replacements of any of them;

2.1.3 this or any other document includes the document as varied or replaced regardless of any change in the identity of the parties;

2.1.4 a clause, schedule or annexure is a reference to a clause, schedule or annexure in or to this Constitution;


2.1.5 a word or phrase that is defined has the corresponding meaning in its other grammatical forms;

2.1.6 writing includes all modes of representing or reproducing words in a legible, permanent and visible form;

2.1.7 the singular includes the plural and vice versa;

2.1.8 a gender includes all other genders;

2.1.9 headings and sub-headings are inserted for ease of reference only and do not affect the interpretation of this Constitution; and

2.1.10 where the expression including or includes is used it means 'including but not limited to' or 'including without limitation'.

2.2 Business Day

Subject to any provision in this Constitution to the contrary, a reference in this Constitution to a "Business Day":

2.2.1 for the purposes of determining when service of a notice takes place under this Constitution, means Monday to Friday excluding public holidays in the place of service; and

2.2.2 in all other cases, means Monday to Friday excluding public holidays in Victoria.

2.3 Replaceable Rules Displaced

Each of the provisions of the Act that would apply to the Company as a replaceable rule but for this clause or another clause in this Constitution, is expressly displaced and does not apply to the Company.

3. Name of the Company

The name of the Company is BioRegional Australia Foundation Ltd

4. Purpose and Activities

4.1 Principal Purpose

The Principal Purpose of the Company is

4.1.1 the protection, enhancement and advancement of the natural environment for the benefit of the community;

4.1.2 the advancement of education including research and the provision of information regarding the use of renewable resources to reduce and restore damage to the natural environment;


4.1.3 purposes otherwise beneficial to the community including:

(a) promoting environmental sustainability; and

(b) working towards a sustainable world in which people everywhere can enjoy a high quality life within the productive capacity of the planet.

4.2 Activities

The Principal Purpose of the Company will be furthered by means and activities including:

4.2.1 championing the creation of a sustainable world, where people can lead a high quality life within the productive capacity of the planet, through the application of One Planet Living;

4.2.2 researching, developing and launching products and services which will serve as models to enable individuals or organisations to reduce their ecological footprint, through the use of local renewable and waste resources, including by working alongside other organisations;

4.2.3 objectively evaluating and researching the environmental, social and economic benefits and costs of model products and services and sharing that evaluative material;

4.2.4 disseminating research, information and lessons learnt to professionals and the general public through media articles, lectures, seminars, tours and training courses;

4.2.5 engaging in the development of sustainable environmental policy to advance the Principal Purpose including by providing information and through representation on consultative and advisory committees;

4.2.6 promoting, advertising and marketing the Company, its Principal Purpose and its activities;

4.2.7 seeking out and enrolling new members;

4.2.8 raising funds, including by undertaking fundraising activities and events; and

4.2.9 doing all things as are incidental or conducive to the attainment of any and all of the purposes and activities specified in this clause.

4.3 Income and Property

The income and property of the Company will only be applied towards the promotion of the Principal Purpose of the Company set out in clause 4. No income or property will be paid or transferred directly or indirectly to any Member or Director of the Company except for payments to a Member or Director:

4.3.1 in return for any services rendered or goods supplied in the ordinary and usual course of business to the Company where that amount meets the requirements in clause 7.2; or

4.3.2 of interest at a rate not exceeding current bank overdraft rates of interest for moneys lent.


4.4 Altering this Constitution

The Commissioner, the ACNC and the Environment Department (as applicable) must be notified of any alterations made to clauses 3 and 4 of the Constitution.

5. Powers

5.1 General Powers

The Company may do all things and exercise all powers, rights and privileges that a natural person may do or exercise, solely for the purposes of carrying out and promoting the Principal Purposes, and subject to clause 4.3, including the following:

5.1.1 raise funds or encourage contributions by way of gifts (by will or otherwise), grants, sponsorships or otherwise, by personal or public appeals or by any other means;

5.1.2 provide funds or other material benefits or assistance by way of grant or otherwise;

5.1.3 accept and hold funds or property of any kind on or for any charitable objects or purposes specified or to be specified by any person or to be selected by the Directors from a class of trusts, objects or purposes specified by any person;

5.1.4 accept and undertake trusteeship, administration and management of trusts and funds, whether as trustee or as agent for the trustee or otherwise, and charge and accept payment or remuneration in any form for doing so;

5.1.5 purchase, take on lease or in exchange, hire or otherwise acquire real or personal property, and any associated rights or privileges;

5.1.6 control, manage, lease, exchange, mortgage, charge, sell, transfer, surrender, dispose of, develop, carry on business or otherwise deal with any real or personal property of any kind or any estate or interest in that property;

5.1.7 invest, deal with, lend money or otherwise provide financial accommodation to and guarantee or otherwise secure loans in connection with charitable objects, or for charitable purposes;

5.1.8 construct, improve, maintain, develop, work, manage and control real or personal property;

5.1.9 enter into contracts, deeds and any other contractually binding document;

5.1.10 appoint an attorney or agent with the powers (including the power to sub-delegate) and on such terms as the Company thinks fit, and procure registration or recognition of the Company in any other country or place;

5.1.11 enter into arrangements with any government or authority, and obtain from any government or authority any right, interest, privilege or concession;

5.1.12 engage, dismiss or suspend any employee, agent, contractor or professional person;


5.1.13 borrow, raise or secure the payment of money and secure the repayment or performance of any debt, liability, contract, guarantee or other engagement in any way and, in particular, by mortgage, charge or overdraft or by the issue of debentures or debenture stock (perpetual or otherwise) charged on all or any of the Company’s property (both present and future) and purchase, redeem or pay off those securities;

5.1.14 make, draw, accept, endorse, discount, execute and issue promissory notes, bills of exchange and any other negotiable or transferable instruments;

5.1.15 print and publish newspapers, periodicals, books or leaflets and otherwise publish or disseminate information in any form or by any means including in hard copy or electronically;

5.1.16 accept any gift of property, whether subject to any special trust or not;

5.1.17 appoint patrons of the Company;

5.1.18 decline or otherwise refuse to accept any gift (by will or otherwise), donation, settlement or other disposition of money or property;

5.1.19 co-ordinate and arrange conferences, meetings, standing committees and commissions or other forums; and

5.1.20 do all other things that are incidental or conducive to doing any of the above.

5.2 Additional Powers

The Company may only exercise the powers in subsection 124(1) of the Act to:

5.2.1 carry out the Principal Purpose in clause 4; and

5.2.2 do all things necessary or convenient to carry out or promote, or incidental to carrying out or promoting the exercise of power under clause 5.2.1.

5.3 By-Laws and Rules

5.3.1 The Board may make By-Laws and Rules for the proper administration and management of the Company and the furtherance of the Principal Purpose and may from time to time rescind, revoke or vary any By-Law or Rule.

5.3.2 The By-Laws and Rules are binding on all Members and Representatives.

5.3.3 No By-Laws or Rules may be made which would amount to modification of the Constitution.

5.3.4 In the event and to the extent of any inconsistency between the By-Laws and Rules and this Constitution, this Constitution will prevail and take priority.


6. Liability of Members

6.1 Liability is limited

The liability of each Member is limited to the amount specified in clause 6.3.

6.2 Contribution

Every Member undertakes to contribute to the property of the Company if it is wound up:

6.2.1 while that person is a Member; or

6.2.2 within one year after that person ceases to be a Member,

in respect of the debts and liabilities of the Company contracted before that person ceases to be a Member, in respect of the costs, charges and expenses of winding-up and for the adjustment of the rights of the contributories among themselves.

6.3 Cap

The amount to be contributed by any Member under clause 6.2 will not exceed $10.

7. Application of income

7.1 Not-for-Profit

All of the income and property of the Company must be applied solely towards carrying out and promoting the Principal Purpose of the Company as set out in this Constitution. No portion of it may be distributed, paid or transferred directly or indirectly by way of dividend, bonus or otherwise to the persons who at any time are or have been Members or officers of the Company other than as is authorised by clause 4.3 and this clause 7.

7.2 Payments in good faith

7.2.1 Despite clause 7.1 and subject to clauses 7.2.2, 7.2.3, 7.2.4 and 7.2.5, the Company may make payments in good faith of remuneration to any Member, officer or employee of the Company on reasonable commercial terms in return for any services rendered to the Company by them or for goods supplied to the Company by them in the ordinary and usual course of business.

7.2.2 The Company must not make any payment to a Director or Independent Observer for services rendered by that Director or Independent Observer to the Company unless the provision of those services has the prior consent of the Board and the amount payable by the Company is payable on reasonable commercial terms and is approved by a resolution of the Board.

7.2.3 The Company must not make any payment to a Director or Independent Observer in his or her capacity as an employee of the Company, in return for any services rendered by that employee to the Company, unless the terms of that employment have first been approved by a resolution of the Board.


7.2.4 The Company may pay interest on money borrowed from any Member at a rate not exceeding current bank overdraft rates of interest for moneys lent and may pay reasonable and proper rent for premises let by a Member to the Company.

7.2.5 For the purposes of clause 7.2.4, any sum paid by a Member to the Company as a deposit, bond or other security for the payment of fees and charges levied under the Constitution does not constitute money borrowed from a Member.

8. Distribution of property on winding-up

8.1 Liability is limited

The liability of each Member is limited to the amount specified in clause 8.2.

8.2 Contribution

If the Company is wound up, each Member and each person who has ceased to be a Member in the preceding year undertakes to contribute to the property of the Company for the:

(a) payment of debts and liabilities of the Company (contracted before the person ceased to be a Member) and payment of costs, charges and expenses of winding up; and

(b) adjustment of the rights of the contributories amongst themselves,

such amount as may be required, not exceeding $10.00.

8.3 Cap

The amount to be contributed by any Member under clause 8.2 will not exceed $10.

8.4 No distribution to Members

If, upon the winding-up or dissolution of the Company after the satisfaction of all its debts and liabilities there remains any property, this property must not be paid to or distributed among the Members.

8.5 Transfer of Property

If, upon the winding-up or dissolution of the Company after the satisfaction of all its debts and liabilities there remains any property, the property must be given or transferred to some other institution or institutions:

8.5.1 which is or are required to pursue only charitable objects; and

8.5.2 which is a charity registered under the ACNC Act or endorsed as a charity by the Commissioner; and

8.5.3 which has or have purposes similar to the Principal Purpose of the Company; and


8.5.4 which is or are prohibited from making any distribution to its members or paying fees to its directors.

8.6 Determination by Directors or Members

This institution or institutions referred to in clause 8.5 must be determined by:

8.6.1 the Directors;

8.6.2 if the Directors do not wish to decide or do not decide, then by the Members by ordinary resolution at or before the time of winding up or dissolution; or

8.6.3 if the Members cannot decide, then by a Judge of the Supreme Court of the State or such other court of competent jurisdiction as the Directors may determine.

9. Establishment and operation of Gift Fund

9.1 Maintaining a Gift Fund

The Company shall maintain a fund (the Gift Fund) to be called the BioRegional Australia Foundation Fund for the sole purpose of:

9.1.1 the protection, enhancement and advancement of the natural environment for the benefit of the community;

9.1.2 the advancement of education including research and the provision of information regarding the use of renewable resources to reduce and restore damage to the natural environment;

9.1.3 purposes otherwise beneficial to the community including:

(a) promoting environmental sustainability; and

(b) working towards a sustainable world in which people everywhere can enjoy a high quality life within the productive capacity of the planet

(together, the Gift Fund Purposes).

9.2 Operation of the Gift Fund

9.2.1 The Company shall invite the public to make contributions to the Gift Fund.

9.2.2 The Gift Fund shall be maintained by the Company

(a) to which gifts of money or property or Deductible Contributions for the Gift Fund Purposes are to be made;

(b) to which any money received by the Company because of those gifts or Deductible Contributions is to be credited; and


(c) that does not receive any other money or property.

9.2.3 The Gift Fund must comply with subdivision 30-E of the ITAA 97 at all times.

9.3 Executive committee to control the Gift Fund

9.3.1 The Directors shall ensure that the Gift Fund shall be controlled by an executive committee which consists of:

(a) no fewer than three members; and

(b) members the majority of whom are Responsible Persons.

9.3.2 The Environment Department and any other relevant body which requires it must be notified of any changes to the membership of the executive committee of the Gift Fund.

9.4 Limits on use of the Gift Fund

9.4.1 The Company must use the following only for the Gift Fund Purposes:

(a) gifts or Deductible Contributions made to the Gift Fund; and

(b) any money or property received because of those gifts or Deductible Contributions.

9.4.2 No portion of the assets or income of the Gift Fund shall be distributed directly or indirectly to any individual except as bona fide compensation for services rendered or expenses incurred on behalf of the Gift Fund.

9.4.3 The Directors shall ensure that the Company complies with any obligations under the ITAA 97, the ACNC Act, the Act or any other legislation, and with any rules that the Treasurer or Environment Minister or any other relevant body requires regarding the use of funds being for the Principal Purpose.

9.4.4 The Company must apply the assets and income of the Gift Fund according to the Principal Purpose and without instructions or influence from any donor.

9.5 Winding-up of the Gift Fund

9.5.1 At the first instance of the winding up of the Gift Fund or the Gift Fund or Company ceasing to maintain deductible gift recipient status, any surplus assets of the Gift Fund or Company remaining after the payment of liabilities attributable to the Gift Fund shall not be paid to or distributed to any Member, but shall be given or transferred to:

(a) some other fund, authority or institution having objects similar to the Gift Fund Purposes; and

(b) whose rules shall prohibit the distribution of its or their income among its or their members; and

(c) such fund, authority or institution must also be eligible for tax deductibility of donations under the ITAA 97; and


(d) if the Company is listed on the Register of Environmental Organisations, such fund, authority or institution must also be listed on the Register of Environmental Organisations.

9.5.2 The identity of the fund, authority or institution referred to in clause 9.5.1 must be decided by the Directors.

9.5.3 Where gifts to a fund, authority or institution are deductible only if, among other things, the conditions set out in the relevant table item in Subdivision 30-B of ITAA 97 are satisfied, a transfer under this clause 9.5 to that fund, authority or institution must be made in accordance with or subject to those conditions.

9.6 Bank account and receipts

9.6.1 The Company must maintain a separate bank account for the Gift Fund.

9.6.2 Receipts for gifts must state:

(a) the name of the Gift Fund as agreed by the Directors;

(b) the ABN of the Company;

(c) the name of the donor;

(d) the date the gift was received; and

(e) the fact that the receipt is for a gift.

9.6.3 Receipts for Deductible Contributions must state:

(a) the name of the Gift Fund as agreed by the Directors;

(b) the ABN of the Company;

(c) the fact that the Deductible Contribution was made in return for either or both:

(i) a right to attend or participate in a specific fund-raising event;

(ii) the purchase of goods and services at an auction held at a fund-raising event;

(d) the name of the donor;

(e) the date the Deductible Contribution was given;

(f) the amount of the Deductible Contribution if the Deductible Contribution is money; and

(g) the GST inclusive market value of the benefit provided in return for the Deductible Contribution.


9.7 Report to the Environment Secretary

Where required to do so, within a reasonable period after the end of each income year the Gift Fund must give the Environment Secretary an audited financial statement and statistical information about gifts made to the Gift Fund during that income year in the form as is required from time to time.

9.8 Altering this Constitution

The Commissioner, the ACNC and the Environment Department (as applicable) must be notified of any alterations made to this clause 9 of the Constitution and of any non-compliance with any other guidelines required, including with the model rules contained in the Guidelines to the Register of Environmental Organisations.

10. Fees imposed by the Company

10.1 Determination of fees

The Board may from time to time prescribe:

10.1.1 fees payable by Members by way of Membership fees and such other fees as the Board thinks fit; and

10.1.2 when and in what circumstances those fees are payable.

10.2 Notice of fees

The Board must give Members not less than one month's notice of any increase in the fees payable under clause 10.1.

11. Membership

11.1 Members

The following will be Members of the Company:

11.1.1 the Initial Members; and

11.1.2 any person who applies for Membership and whose Application is approved by the Board,

until they retire or otherwise cease their Membership in accordance with this Constitution or the Act.

11.2 Minimum number of Members

11.2.1 Before the Company applies for deductible gift recipient status, the Directors will ensure at all times that:

(a) there are at least 50 individual Members of the Company; or


(b) the Members of the Company are principally bodies corporate; or

(c) they seek and obtain the Environment Minister's approval for clauses 11.2.1(a) and 11.2.1(b) not to be satisfied.

11.2.2 On and from the date that the Company obtains deductible gift recipient status, the Directors will endeavour to ensure at all times that there will be at least 50 individual Members of the Company, or that the Members of the Company will be principally bodies corporate, or that the Company has the Environment Minister's approval otherwise.

11.2.3 If at any time on and from the date that the Company obtains deductible gift recipient status the Company does not satisfy the Membership requirements in clause 11.2.1, the Directors must call a General Meeting of Members to consider a special resolution for either the winding-up of the Company or the relinquishment of deductible gift recipient status.

11.3 Membership Not Transferable

Membership may not be transferred to another person without the consent of the Directors. Such consent may in the absolute discretion of the Directors be:

11.3.1 withheld or granted; or

11.3.2 granted subject to such qualifications or conditions as the Directors in their absolute discretion think fit.

11.4 Voting Rights

11.4.1 Each Member that is a natural person is entitled to one vote at a General Meeting of the Company.

11.4.2 Members that are not natural persons may only vote through a Representative. A Representative is entitled to one vote at a General Meeting of the Company.

12. Representative

12.1 Nomination

Where a Member or an Applicant is not a natural person, it must appoint as its Representative a natural person. Each Member or Applicant who is not a natural person, may only appoint one Representative at any given time.

12.2 Entry in Register

The name and address of the Representative will be entered in the Register and all correspondence and notices from the Company to a Corporate Member will be served on that Corporate Member's Representative.

12.3 Powers of Representative


The nomination must set out what the Representative is appointed to do and may set out restrictions on the Representative's powers. If the appointment is made by reference to a position held, the appointment must identify the position. Unless otherwise specified, the Representative may exercise on the Member's behalf, all the powers that the Member could exercise at a meeting, in voting or on a resolution.

12.4 Replacement of Representative

A Member may remove and replace a Representative where the Member gives written notice to the Board in a form approved by the Board.

13. Admission to Membership

13.1 Application and Assessment

An Application must be made by an Applicant in the form and accompanied by any Membership fee prescribed from time to time by the Board.

13.2 Admission

The Board will consider and may in its absolute discretion accept or reject any Application. The Board is not required to give any reasons for the rejection of an Application. If the Board rejects the Application, any moneys tendered with it will be repaid to the Applicant without interest.

13.3 Duty, Taxes and Charges

13.3.1 Each Member will be liable for all duty and any other taxes or charges (Duty) payable in respect of their Application, their Membership and any other transaction or instrument relating to their Application or Membership.

13.3.2 Each Member indemnifies the Company and will keep it indemnified against any liability of the Company to pay any Duty.

14. Resignation from Membership

14.1 Notice

A Member may resign from Membership by giving written notice to the Company. The resignation:

14.1.1 takes effect on the date the notice is received by the Company; or

14.1.2 if the notice specifies another later date on which the resignation is to take effect, on that other later specified date.

14.2 Removal from the Register

14.2.1 Where a Member resigns, that Member's name must be removed from the Register.

14.2.2 Upon the removal of a Member's name from the Register:


(a) the Member will forfeit all rights and privileges attaching to Membership and all rights which the Member may have against the Company arising out of the Membership; and

(b) the Company will have no liability to such Member in respect of their removal from the Register, including, without limitation, no liability to refund any Membership fee.

14.3 Surviving Liability

Commencing on the date that the resignation takes effect under clause 14.1, the Member ceases to be a Member but remains liable for:

14.3.1 any moneys which may be owing by the Member to the Company; and

14.3.2 in the case of the Company being wound up within one year of the date on which the Member's resignation is effective, any relevant contribution under clause 8.2.

15. Expulsion of Member

15.1 Resolution

Subject to clause 15.2, the Board may, by a majority resolution of all of the Directors present and voting, expel a Member or implement appropriate disciplinary action if the Member or its Representative:

15.1.1 has committed a breach of any obligation or duty under this Constitution or under the By-Laws or the Rules; or

15.1.2 has engaged in conduct detrimental to the interests of the Company.

15.2 Notice

15.2.1 At least twenty-eight days before the meeting of the Board at which a resolution referred to in clause 15.1 is considered, the Member must be:

(a) served notice of the meeting including the particulars of the alleged act, omission or conduct complained of and the intended resolution; and

(b) given the opportunity to present in writing or orally (or both) at the meeting and before the passage of the resolution any explanation the Member thinks fit,


and the Board will take the explanation into consideration.

15.2.2 The Board will serve the Member with notice of any Board resolution made at the above meeting. If the Board resolves to expel the Member, that Member will cease to be a Member upon the service of such notice.

15.3 Removal from the Register

15.3.1 Where a Member is expelled from the Company, that Member's name must be removed from the Register.

15.3.2 Upon the removal of a Member's name from the Register:

(a) the Member will forfeit all rights and privileges attaching to Membership and all rights which the Member may have against the Company arising out of the Membership; and

(b) the Company will have no liability to such Member in respect of their removal from the Register including, without limitation, no liability to refund any Membership fee.

15.4 Surviving Liability

A Member expelled under this clause 15 remains liable for:

15.4.1 any moneys which may be owing by the Member to the Company; and

15.4.2 in the case of the Company being wound-up within one year of the date on which the Member's expulsion is effective, the relevant contribution under clause8.2.

16. Register

16.1 Register of Members

The Company must keep and maintain the Register, and a register of options and charges in accordance with the Act and any other legislation or regulatory requirements, and otherwise as the Board determines.

16.2 Disputes

Any dispute that arises in relation to the Register must be referred to the Board, whose decision will be final and binding on all Members.

17. General Meetings

17.1 Annual General Meeting

The Company must hold an Annual General Meeting in every calendar year within five months of the end of its financial year at a time and place determined by the Board.


17.2 Extraordinary Meeting

An Extraordinary Meeting may be convened at such time and place as the Board thinks fit, but must be convened in accordance with the Act. Members may also convene an Extraordinary Meeting, but only in accordance with the Act.

18. Notice of General Meetings

18.1 General

The Board must give not less than 21 days' written notice of a General Meeting to the Members, the Directors, the Independent Observers and the Auditor.

18.2 Contents of Notice

The notice referred to in the preceding clause must specify the following information:

18.2.1 the place, the day and the hour of meeting (and if the meeting is to be held in two or more places, the technology that will be used to facilitate this);

18.2.2 the general nature of the meeting’s business;

18.2.3 the details of any special resolutions to be proposed at the meeting; and

18.2.4 that Members are entitled to appoint a proxy who must be a Member.

18.3 Alteration of Procedure

With the consent of all the Members entitled to vote at some particular meeting, that meeting may be convened by such shorter notice and in such manner as those Members may think fit provided that such action complies with the Act.

18.4 Failure to Receive Notice

The accidental omission to give notice of a meeting to any Member or the non-receipt of such notice by any Member does not invalidate any resolution passed at, or proceeding of, that meeting.

19. Proceedings at General Meetings

19.1 Business

The ordinary business of an Annual General Meeting may include:

19.1.1 consideration of the annual financial report, the Directors’ report and the Auditor’s report;

19.1.2 the election and appointment of Directors; and

19.1.3 the appointment of an Auditor and the fixing of the Auditor’s remuneration.


All other business transacted at an Annual General Meeting and all business transacted at an Extraordinary Meeting is deemed special business.

19.2 Quorum

No business may be transacted at any General Meeting except the adjournment of the meeting unless a quorum is present. The quorum for a General Meeting is the lesser of 25 per cent of the Membership and 5 Members, present in person or by Representative, proxy or attorney.

19.3 No Quorum

If a quorum is not present within half an hour from the time appointed for a General Meeting:

19.3.1 if convened on the requisition of Members, the meeting will be dissolved; and

19.3.2 in any other case, the meeting will be adjourned to the same day in the next week at the same time and place or at such other place as the chairperson appoints. If at that adjourned meeting a quorum is not present within fifteen minutes from the time appointed for holding the meeting, the Members present will be a quorum.

19.4 Chairperson

19.4.1 The Chairperson, or in his or her absence the Deputy Chairperson, will preside as chairperson at every General Meeting.

19.4.2 If at any General Meeting neither is present within fifteen minutes after the time appointed for holding the meeting or if neither is willing to preside, the Members present will choose a Director to preside. If no Director is present or if all Directors present decline to preside, then those Members present will choose a Member who is present to preside as chairperson.

19.5 Adjournment

19.5.1 The chairperson of a General Meeting may, with the consent of the Members entitled to vote at any meeting at which a quorum is present, and must, if so directed by the meeting adjourn the meeting to another time or place (or both).

19.5.2 Only unfinished business may be transacted at any meeting resumed after an adjournment of a General Meeting.

19.5.3 Where a General Meeting is adjourned for one month or more, new notice of the adjourned meeting must be given.

19.6 Show of Hands

Every item of business submitted to a General Meeting will be decided in the first instance by a show of hands of the Members or their Representatives personally present and entitled to vote. The chairperson will only have a casting vote if a vote is tied.


19.7 Evidence of Resolution

A declaration by the chairperson that a resolution has been passed or lost (having regard to the majority required) and an entry to that effect in the books of the Company, signed by the chairperson of that or the next succeeding meeting, will be conclusive evidence that the resolution has been passed or lost without proof of the number or proportion of the votes recorded in favour of or against the resolution.

19.8 Poll

19.8.1 The chairperson or any Member present personally or by Representative, proxy or attorney may demand a poll before or on the declaration of the result of a show of hands.

19.8.2 The poll will be taken in the manner and at the time and place as the chairperson of the meeting directs, and either at once or after an interval or adjournment or otherwise.

19.8.3 The result of the poll will be deemed to be the resolution of the meeting at which the poll was demanded.

19.8.4 The demand for a poll may be withdrawn.

19.8.5 If there is a dispute as to the admission or rejection of a vote, the chairperson will finally determine that dispute.

19.8.6 At a poll, the chairperson will not have a casting vote in addition.

19.9 Demand for Poll

The demand for a poll will not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded. A poll demanded on any question of adjournment will be taken at the meeting and without adjournment.

19.10 Auditor

The Auditor is entitled:

19.10.1 to attend any General Meeting of the Company;

19.10.2 to receive all notices of and other communications relating to any General Meeting which a Member is entitled to receive; and

19.10.3 to be heard at any General Meeting which the Auditor attends on any part of the business of the meeting which concerns the Auditor in that capacity and is entitled to be heard, despite the fact that the Auditor retires at that meeting or a resolution to remove the Auditor from office is passed at that meeting.


20. Appointment of Proxy

20.1 General

20.1.1 Any Member may appoint a natural person as a proxy to vote on the Member's behalf and may direct the proxy to vote either for or against each or any resolution.

20.1.2 A proxy must be a Member or Representative.

20.2 Instrument Appointing Proxy

20.2.1 The Company must receive the instrument appointing a proxy (and an original or certified copy of the power of attorney, if any, under which it is signed):

(a) at the Registered Office;

(b) by fax to the Registered Office; or

(c) at a place, fax number or electronic address specified for such purpose in the notice of meeting,

not less than 2 Business Days before the time for holding the meeting or adjourned meeting or poll at which the person named in the instrument is to vote.

20.2.2 An instrument appointing a proxy is valid for any adjournment of the meeting to which it relates unless the instrument expressly provides otherwise.

21. Form of Proxy

21.1 Required Information

An instrument appointing a proxy must contain the following information:

21.1.1 the Member's name and address;

21.1.2 the Company name;

21.1.3 the proxy's name or the name of the office held by the proxy;

21.1.4 the meetings at which the appointment may be used; and

21.1.5 any other information that may from time to time be specified by the Board,

and must be signed by the appointor or his or her attorney.

21.2 Voting Instructions

An instrument appointing a proxy may specify the way in which the proxy is to vote for a particular resolution and if it does, the proxy is not entitled to vote on the resolution except as specified in the instrument.


21.3 Authority

An instrument appointing a proxy will be deemed to confer authority to demand or join in demanding a poll and will (except to the extent to which the proxy is specifically directed to vote for or against any proposal) include power to act generally at the meeting for the Member giving the proxy.

22. Attorneys

22.1 Appointment by Member

22.1.1 Any Member may, by duly executed power of attorney, appoint an attorney to act on the Member's behalf at all meetings, at certain specified meetings, or at any one meeting of the Company.

22.1.2 That power of attorney must be produced for inspection at the Registered Office or at any other place the Board determines, together with such evidence of its due execution as the Board requires, before the attorney will be entitled to appoint a proxy or vote on behalf of the Member granting the power of attorney.

22.2 Appointment by Directors

22.2.1 The Directors may, by power of attorney, appoint any person whether nominated directly or indirectly by the Directors to be an attorney or attorneys of the Company.

22.2.2 Such appointment may be for any purposes and with powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under this Constitution) and for periods and subject to any qualifications or conditions as they think fit.

22.2.3 Any power of attorney may contain provisions for the protection and convenience of persons dealing with any attorney as the Directors think fit and may also authorise any attorney to sub-delegate all or any of the powers, authorities and discretions vested in them and can be directed to an attorney by facsimile or electronic communication.

23. Voting of Attorney or Proxy

23.1 Validity

A vote given in accordance with the terms of an instrument of proxy or power of attorney will be valid despite the previous death of the principal or revocation of the proxy or power of attorney, provided no notice in writing of the death or revocation has been received at the Registered Office before the meeting.

23.2 Attendance of Principal at Meetings

The principal attending and taking part in the meeting will not revoke a proxy, unless that principal votes on the resolution to which the proxy applies.


24. Directors

24.1 Make up of Board of Directors

24.1.1 The Board will comprise no less than 3 and no more than 8 Director elected in accordance with this Constitution.

24.1.2 Each Director with voting rights must be a Member or a Representative.

24.1.3 Subject to the requirements of the Act, all Directors agree to abide by the By-Laws and the Rules, as amended from time to time.

24.1.4 If requested by the Board, the Directors will execute any document reasonably required by the Board to confirm their compliance with clause 24.1.3.

24.2 Term of Appointment

24.2.1 Each elected Director will hold office from the end of the Annual General Meeting at which he or she was elected until the second following Annual General Meeting when he or she will retire but will be eligible for re-election.

24.2.2 If a Director is re-elected at an Annual General Meeting, the Director will hold office from the end of the Annual General Meeting at which he or she was elected until the following Annual General Meeting when, subject to clause 24.2.3, he or she will retire but will be eligible for re-election.

24.2.3 Directors may only be re-elected once (or in the case of first Directors, twice) unless the Board passes a resolution to the contrary.

24.3 First Directors

The first Directors are the persons specified as Directors in the application to register the Company lodged under section 117 of the Act. The first Directors will hold office until the end of the first Annual General Meeting when he or she will retire but will be eligible for re-election.

24.4 Election of remaining Directors

The election of the remaining Directors will take place in the following manner:

24.4.1 Any two Members may nominate any other Member or Representative to serve as a Director.

24.4.2 The nomination of any Member or Representative as a candidate for election as a Director must be in writing and signed by the nominated person and their proposer and seconder. The nomination must be lodged with the Secretary at least 30 days before the Annual General Meeting at which the election is to take place.

24.4.3 If there are more candidates nominated than there are vacancies, balloting lists will be prepared containing the names of the candidates in an order determined by lot. The Board may determine the method of the ballot. Each Member is entitled to vote for any number of candidates not exceeding the number of vacancies.


24.4.4 If there are no more candidates nominated than there are vacancies, then the chairperson of the Annual General Meeting will declare those candidates elected as Directors.

24.4.5 If there is not a sufficient number of candidates nominated to meet the required minimum number of Directors, the Board must appoint a Member or Representative as Director, subject to their consent, so that the Board consists of at least the minimum number of Directors.

24.5 Officers of the Company

24.5.1 At each Annual General Meeting, the Members will elect:

(a) from among the Directors: a Chairperson, a Deputy Chairperson, and a Secretary; and

(b) an Executive Officer (who need not be a Member, a Representative or a Director),

each of whom will hold office until the end of the next Annual General Meeting but who will be eligible for re-election. Such persons may only be re-elected once (or in the case of first Directors, twice) unless the Board passes a resolution to the contrary.

24.5.2 In addition to their roles, duties and obligations as officers, the Chairperson, the Deputy Chairperson and Secretary will have the additional roles, duties and obligations set out in this Constitution.

24.5.3 The Executive Officer will perform such duties as the Board directs from time to time.

24.5.4 At the first meeting of the Board after each Annual General Meeting, the Directors will appoint as Secretary the person elected Secretary at the most recent Annual General Meeting (subject to receiving consent to act as Secretary from such person) and procure the resignation of the person who was acting as Secretary at the commencement of the relevant Annual General Meeting (Previous Secretary). Until such appointment is made by the Directors, the Previous Secretary shall remain as Secretary of the Company.

24.5.5 If the Members are unable for any reason to elect a Chairperson, Deputy Chairperson, Secretary or Executive Officer at an Annual General Meeting, the Directors will appoint a Chairperson, Deputy Chairperson, Secretary or Executive Office (as relevant) at the first meeting of the Board after the Annual General Meeting.

25. Directors' Interests

25.1.1 As required by the Act, a Director must give the Board notice of any material personal interest in a matter that relates to the affairs of the Company.

25.1.2 Subject to the provisions of this clause 25 a Director or a body or entity in which a Director has a direct or indirect interest may:

(a) enter into any agreement or arrangement with the Company;

(b) hold any office or place of profit other than as auditor in the Company; and


(c) act in a professional capacity other than as auditor for the Company,

and the Director or the body or entity can receive and keep beneficially any remuneration, profits or benefits under any agreement or arrangement with the Company or from holding an office or place of profit in or acting in a professional capacity with the Company.

25.1.3 The fact that a Director holds office as a director, and has fiduciary obligations arising out of that office:

(a) will not void or render voidable a contract made by a Director with the Company;

(b) will not void or render voidable a contract or arrangement entered into by or on behalf of the Company and in which the Director may have any interest; and

(c) will not require the Director to account to the Company for any profit realised by or under any contract or arrangement entered into by or on behalf of the Company and in which the Director may have any interest.

25.1.4 A Director may be or become a director or other officer of, or otherwise be interested in:

(a) any related body corporate of the Company; or

(b) any other body corporate promoted by the Company or in which the Company may be interested as a vendor, shareholder or otherwise,

and is not accountable to the Company for any remuneration or other benefits received by the Director as a director or officer of, or from having an interest in, that body corporate.

25.1.5 A Director who has a material personal interest in a matter that is being considered at a Board meeting must not:

(a) be present while the matter is being considered at the meeting; or

(b) vote on the matter,

unless permitted to do so by the Act, in which case the Director may:

(c) be counted in determining whether or not a quorum is present at any meeting of the Board considering that contract or arrangement or proposed contract or arrangement;

(d) sign or countersign any document relating to that contract or arrangement or proposed contract or arrangement; and

(e) vote in respect of, or in respect of any matter arising out of, the contract or arrangement or proposed contract or arrangement.


26. Independent Observers

26.1 Appointment of Independent Observers

26.1.1 The Board may appoint up to two Independent Observers to attend and observe meetings of the Board during the term of his or her appointment.

26.1.2 An Independent Observer must be a natural person who is an employee or director of any entity within the Bioregional Development Group or a related entity, or any another organisation at the election of the Board.

26.1.3 The term of an Independent Observer's appointment commences when he or she is appointed by the Board, and continues until:

(a) the Board determines to terminate the Independent Observer's appointment; or

(b) the date the Independent Observer ceases to be an employee or director (as applicable) of the entity specified in clause 26.1.2,

whichever is earlier.

26.1.4 Subject to the requirements of the Act, the Board must ensure that, prior to their appointment, each Independent Observer must excute any document reasonably required by the Board to confirm their compliance with clauses 26.2 and 26.3, the By-Laws and the Rules, as amended from time to time.

26.2 Participation of Independent Observers in Board proceedings

26.2.1 Subject to clause 26.2.2, an Independent Observer:

(a) may consider and comment on Board papers which the Board elects to provide to the Independent Observer;

(b) may contribute to discussions at meetings of the Board; and

(c) may not vote on any motions of the Board.

26.2.2 Each Independent Observer must:

(a) comply with any direction of the chair of a Board meeting in connection with the conduct of a meeting of the Board, including any direction to leave the Board meeting; and

(b) unless otherwise agreed by the Board, keep confidential all information and documents received in connection with the Company in his or her capacity as an Independent Observer.

26.3 Independent Observers' Interests

26.3.1 An Independent Observer must give the Board notice of any material personal interest in a matter that relates to the affairs of the Company.


26.3.2 An Independent Observer who has a material personal interest in a matter that is being considered at a Board meeting must not be present while the matter is being considered at the meeting, other than with the prior express consent of the Board.

27. Casual vacancies

27.1 Board may appoint

The Board may appoint a replacement Director to any casual vacancy arising in the office of a Director, on the condition that the appointment occurs not less than three months before the Annual General Meeting.

27.2 The Board may act with vacancies

The Board may act even if there are vacancies on the Board.

27.3 Duration of appointment

Any Director so appointed will hold office until the end of the next Annual General Meeting.

28. Disqualification of Directors

28.1 Vacating the Office of a Director

The office of a Director will be vacated if:

28.1.1 the Director becomes bankrupt or makes any arrangement or composition with his or her creditors or, where a Director is a director of a Corporate Member, a winding up order is made in respect of the Corporate Member;

28.1.2 the Director becomes of unsound mind;

28.1.3 without leave of the Board the Director does not comply with clause 31.1.3, unless otherwise agreed by the Directors in writing;

28.1.4 by notice in writing to the Company, the Director resigns from office; or

28.1.5 the Director ceases to hold office by reason of any order made under the Act.

28.2 Removal of a Director

If the conduct or position of any Director is such that continuance in office appears to the majority of the Directors to be prejudicial to the interests of the Company, a majority of Directors at a meeting of the Directors specifically called for that purpose may remove that Director.


29. Powers of the Board

29.1 Control and direction

The control and direction of the Company and the management of its property and affairs is vested in the Board.

29.2 Powers

The Board may exercise all powers of the Company except:

29.2.1 those that are required to be exercised or done by the Company in General Meeting;

29.2.2 those that the Company in General Meeting from time to time specifically reserves to itself.

30. Negotiable instruments

All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for money paid to the Company will be signed, drawn, accepted, endorsed or otherwise executed (as the case may be) for and on behalf of the Company, by two Directors or by one Director and some other officer authorised by the Board for that purpose or in any other manner as the Board may determine.

31. Proceedings of the Board

31.1 General

31.1.1 The Board may meet for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit.

31.1.2 The Board must meet at least four times a year.

31.1.3 Each Director must attend at least:

(a) one Board meeting every six months; and

(b) two Board meetings every calendar year,

unless agreed otherwise by the Directors in writing.

31.1.4 The Board may at any time, and the Secretary will, on the request of the Chairperson or Deputy Chairperson, convene a meeting of the Board by notice served upon each Director and Independent Observer.

31.1.5 The accidental omission to give notice of a meeting to, or the non-receipt of a notice of meeting by a Director or Independent Observer will not invalidate proceedings at a Board meeting.


31.1.6 It is not necessary to give notice of a meeting of the Board to an Australian resident Director or Independent Observer that the Secretary, when giving notice to the other Directors, reasonably believes to be temporarily outside Australia.

31.1.7 Unless otherwise determined by the Board, a quorum for meetings of the Board is half the then current number of Directors plus one Director, or if the number of Directors is not a multiple of two, then the odd number nearest to and greater than half the current number of Directors.

31.1.8 The Chairperson will be the chairperson of the Board. If the Chairperson is not present within fifteen minutes after the time appointed for holding that meeting (or being present is unwilling to act), the Deputy Chairperson will preside at the meeting. If the Deputy Chairperson is not present (or being present is unwilling to act) then the Directors present will choose one of their number to be the chairperson of the meeting.

31.1.9 Questions arising at any meeting will be decided by a majority of votes of the Directors present and entitled to vote and each Director present will be entitled to one vote.

31.1.10 The Chairperson will have a casting vote if a vote is tied.

31.2 Use of technology in conferencing

31.2.1 Without limiting the discretion of the Board to regulate its meetings, the Board may, if it thinks fit, confer by radio, telephone, facsimile, computer, internet, closed circuit television or other electronic means of audio or audio-visual communication. A resolution passed by such a conference will, notwithstanding that the Directors are not present together in one place at the time of the conference, be deemed to have been passed at a meeting of the Board held on the day and at the time the conference was held.

31.2.2 The provisions of this Constitution regulating the proceedings of the Board apply so far as they are capable to such conferences.

31.3 Delegation by the Board

31.3.1 Subject to clause31.3.3,the Board may delegate any of its powers (other than those which by law must be dealt with by the Board) to employees, individual Directors or Members or to committees consisting of such Directors or Members or both as the Board thinks fit. Any individual or committee so formed must conform to any direction given to it by the Board in the execution of the delegated powers.

31.3.2 The Board may, at any time, revoke any delegation of power to a committee.

31.3.3 The Board may not delegate its power to delegate.

31.3.4 The meetings and proceedings of any committee will be governed by the provisions of this Constitution for regulating the meetings and proceedings of the Board so far as those provisions are applicable and are not superseded by any other direction given by the Board.


31.4 Defects in Appointment

An act done in good faith by any meeting of the Board, of any committee formed by the Board, or by any natural person acting as a Director, will not be invalidated by reason of:

31.4.1 any defect in the election, appointment or tenure of a Director or natural person acting on any such committee; or

31.4.2 the disqualification of any of them.

32. Minutes

32.1 Minutes to be kept

The Board must cause:

32.1.1 proper minutes to be made of the proceedings and resolutions of all meetings of the Company, the Board and committees formed by the Board;

32.1.2 the minutes to be entered in books kept for that purpose; and

32.1.3 the minutes to be signed by the chairperson of the meeting or by the chairperson of the next meeting.

32.2 Evidence of Proceedings and Resolutions

A minute that is recorded and signed in accordance with clause 32.1 is evidence of the proceeding or resolution to which it relates, unless the contrary is proved.

33. Circular Resolution

33.1 General

33.1.1 If all the Directors have signed a document containing a statement that they are in favour of a resolution of the Directors in terms set out in the document, a resolution in those terms will be deemed to have been passed at a meeting of the Board held on the day on which the resolution was signed and at that time at which the document was last signed by a Director or, if the Directors signed the document on different days, on the day on which, and at the time at which, the document was last signed by a Director.

33.1.2 Any such resolution in writing may consist of several documents in identical terms, each signed by one or more Directors and must be entered in the relevant book of minutes of the Company.


33.1.3 Any document referred to in this clause 33 may be in the form of a facsimile or electronic transmission.

33.1.4 The minutes of the Board meeting must record that a meeting was held in accordance with this clause 33.

33.2 Exclusion of Directors Not Entitled to Vote

A reference in clause 33.1.1 to all Directors does not include a reference to a Director who, at a meeting of Directors, is not entitled to vote on the resolution.

34. Reimbursement of expenses

The Board may authorise the payment of any expenses properly and reasonably incurred by any Director or Member in connection with the performance of their duties to the Company.

35. Seals

35.1 Common Seal

If the Company has a Seal:

35.1.1 the Board must provide for the safe custody of the Seal;

35.1.2 the Seal must not be used without the authority of the Board or a Board committee authorised to permit use of the Seal;

35.1.3 every document to which the Seal is affixed must be signed by a Director and be countersigned by another Director, the Secretary of the Company or another person appointed by the Board to countersign the document.

35.2 Duplicate Seal

If the Company has a Seal, the Company may have one or more duplicate seals of the Seal each of which:

35.2.1 must be a facsimile of the Seal with the addition on its face of the words 'Duplicate Seal'; and

35.2.2 must only be used with the authority of the Board.

36. Accounts

36.1 Books of Account to be kept

36.1.1 The Directors will cause to be kept proper books of account and written financial records in which will be kept true and complete accounts of the affairs and transactions of the


Company. Proper books and written financial records will not be deemed to be kept unless the books and written financial records give a true and fair view of the state of the Company's affairs and explain its transactions.

36.1.2 The Directors must cause the Company to keep and retain the books and written financial records in accordance with the requirements of the Act, ITAA 97 and the ACNC Act.

36.1.3 The Directors must cause the financial records of the Company to be audited or reviewed to the extent required under the Act or the ACNC Act.

36.2 Location of Books of Account

The books of account will be kept at the Registered Office or at such place or places as the Directors think fit and will be available for inspection by the Directors during usual business hours.

36.3 Records

36.3.1 The Board will cause the Company to comply with any obligations under the ACNC Act or any other legislation, including, without limitation, record keeping requirements, any governance standards and reporting requirements.

36.3.2 The Board must cause the Company to keep records that:

(a) correctly record its operations;

(b) correctly record and explain its transactions and financial position and performance;

(c) enable true and fair financial statements to be prepared and to be audited;

(d) give statistical information as required by the Environment Secretary from time to time about gifts made to the Gift Fund during each income year;

(e) explain all transactions and other acts that the Company engages in that are relevant to the Principal Purpose in clause 4 and that also explains how:

(i) all gifts of money and property;

(ii) Deductible Contributions; and

(iii) any money received because of those gifts or Deductible Contributions,

are applied to meet the Principal Purpose in clause 4; and

(f) comply with the ACNC Act, and any applicable pronouncements, rulings or guidance from the ACNC and/or the Commissioner.


37. Auditor

The Company will observe the provisions of the Act and ACNC Act in relation to the appointment, removal and resignation of an Auditor.

38. Indemnity

38.1.1 To the extent permitted by law and subject to the restrictions in section 199A of the Act the Company indemnifies every person who is or has been an officer of the Company against:

(a) any liability (other than for legal costs) incurred by that person as an officer of the Company (including liabilities incurred by the officer as an officer of any subsidiary of the Company where the Company requested the officer to accept that appointment); or

(b) reasonable legal costs incurred in defending an action for a liability incurred by that person as an officer of the Company (including legal costs incurred by the officer as an officer of a subsidiary of the Company where the Company requested the officer to accept that appointment).

38.1.2 The amount of any indemnity payable under clauses 38.1.1(a) and 38.1.1(b) will include an additional amount (GST Amount) equal to any GST payable by the officer being indemnified (Indemnified Officer) in connection with the indemnity (less the amount of input tax credit claimable by the Indemnified Officer in connection with the indemnity). Payment of any indemnity which includes a GST Amount is conditional upon the Indemnified Officer providing the Company with a GST tax invoice for the GST Amount.

38.1.3 For the purposes of this clause, officer includes a former officer, but does not include an auditor or agent of the Company, and means:

(a) a Director; or

(b) a Secretary; or

(c) Executive Officer.

39. Notices

39.1 Address for service

The Company may serve notice on any Member either personally, or sending it through the ordinary post to the Member's (or the Representative's) Registered Address, by leaving at the Member's (or the Representative's) Registered Address in an envelope addressed to the Member, or by sending it to the fax number or electronic address (if any) nominated by the Member.


39.2 When taken to be served

39.2.1 Subject to clause 39.2.2, a notice of meeting sent by fax or by other electronic means is taken to be served on the same Business Day on which it is sent.

39.2.2 Any notice served by fax or by other electronic means which is served:

(a) on a day that is not a Business Day; or

(b) after 5pm local time in the place of service,

will be taken to have been served on the next Business Day.

39.2.3 Any notice sent by post is taken to be served:

(a) in the case of service within Australia, three days after the day on which it is posted; and

(b) in the case of service outside of Australia, seven days after the day on which it is posted.

39.2.4 In proving such service, it is sufficient to prove that the envelope containing the notice was properly addressed and deposited as a prepaid letter at the post office or in some postal receptacle.

39.2.5 A certificate in writing signed by the Secretary or any officer of the Company that the envelope containing the notice was properly stamped, addressed and posted will be conclusive evidence of the service of such notice.


Schedule 1 Initial Members Name Address

Luke Brown 107 Thomson Street, Northcote VIC 3070

Russell Fisher 495 Trentham Springhill Rd, Trentham VIC 3458

Ed Cotter 32 Red Hill Road, Red Hill VIC 3937

Suzanne Evans 425 Mount Gisborne Rd, Gisborne VIC 3437

Alison Rowe 101 / 55 Islington Street, Collingwood VIC 3066

Bioregional Australia Foundation - Board Role Nomination Pack

Government & Nonprofit

Transcript of Bioregional Australia Foundation - Board Role Nomination Pack